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DECREE No

DECREE No.11-CP OF FEBRUARY 27, 1996 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL GEM AND GOLD CORPORATION

THE GOVERNMENT

Pursuant to the Law on Organization of the Government of September 30, 1992;

Pursuant to the Law on State Enterprises of April 20, 1995;

At the proposal of the Managing Board of the Vietnam National Gem and Gold Corporation,

DECREES:

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Gem and Gold Corporation issued together with this Decree.

Article 2.- The Minister of Finance, the Governor of the State Bank, the Minister of Industry, the Minister-Chairman of the Government Commission on Organization and Personnel, and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the agencies attached to the Government, have responsibility to guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of its signing.

The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People�s Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam National Gem and Gold Corporation shall have to implement this Decree.

On behalf of the Government

The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL GEM AND GOLD CORPORATION

(Ratified by Decree No.11-CP of February 27, 1996 of the Government)

Chapter I

GENERAL PROVISIONS

Article 1.- The Vietnam National Gem and Gold Corporation (hereafter referred to as the Corporation) is a State corporation composed of member units closely bound together by economic interests, finance, technology, supply, consumption, services, information, training, research, marketing, import-export, and by operations in the field of gems, gold, ornaments and fine arts. The Corporation is established under the decision of the Prime Minister with a view to increasing capital accumulation and concentration, specialization and cooperation for production in order to fulfill the tasks assigned by the State, raise the business capability and business efficiency of the member units and the Corporation as a whole, and meet the demands of the national economy.

Article 2.- The Corporation has the task of conducting business in gem and gold industry, including research and prospecting, exploring, investing, creating sources of investment; exploiting gems, gold and other minerals contained in the allocated mines; processing gold; fashioning gems and gold; making ornaments and fine arts; purchase and sale, import and export of gems, gold and other minerals exploited by the Corporation, as well as ornaments and fine arts, materials and equipment for gem and gold industry; services on evaluating and trading gems and gold; consultancy on investment and technology; supply of information on gem and gold industry; entering into joint venture and cooperation with domestic and foreign organizations or individuals, studying and applying advanced techniques and technologies; training and fostering managerial cadres, gemmologists, gem and gold fashioning workers and jewelers; conducting other business activities in accordance with law and State policies.

The Corporation is the core unit in building and developing gem industry, exploiting gold, making ornaments and fine arts, and in forming a gem and gold market in Vietnam. The Corporation is assigned by the Prime Minister all the mines with prospective potentials in gems of group 1 (diamond, ruby, sapphire and emerald) and other important gold mines. Beside the self-exploitation, the Corporation shall create favorable conditions for domestic economic organizations and individuals to take part in exploiting gems within the assigned mines through bidding for exploitation and distribution of products in accordance with the Regulations on Bidding for product-sharing exploitation elaborated by the Corporation and ratified by the Minister of Industry. All activities of prospecting, exploring and exploiting gems of group 1 in Vietnam conducted by foreign individuals and organizations can only be conducted on the basis of joint ventures with the Vietnam National Gem and Gold Corporation, after the approval of the Prime Minister.

Article 3.- The Corporation has:

1. The legal person status as provided for by Vietnamese law;

2. Its Statute on the organization and operation, and managerial and executive apparatus;

3. Its own capital and properties, and the responsibility for its debts within the capital under its management;

4. Its seal, bank accounts at the State Treasury and banks inside and outside the country;

5. Its balance of property and centralized funds in accordance with the provisions of the Government and the guidance of the Ministry of Finance.

Article 4.- The Corporation has the international transaction name as VIETNAM NATIONAL GEM AND GOLD CORPORATION, or VIGEGO for short, or VGG as its pseudonym.

The main office of the Corporation is located in Hanoi City.

Article 5.- The Corporation is managed by the Managing Board and run by the General Director.

Article 6.- The Corporation is subject to the State management by the Ministries, miniserial-level agencies, the agencies attached to the Government and the People�s Committees of the provinces and cities directly under the Central Government; at the same time subject to the management of these agencies which exercise the right of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law.

Article 7.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the Regulations of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate in accordance with the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

Section 1. RIGHTS OF THE CORPORATION

Article 8.-

1. The Corporation has the right to manage and use its capital, land, natural resources, and other resources allocated by the State according to law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to reassign to its member units for management and use of the resources which it has received from the State; and in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture, contribute stocks, and buy part or the whole property of other enterprises in accordance with the provisions of law.

4. The Corporation is entitled to transfer, replace, rent out, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescriptions of the Government, must have the permission of competent State agencies, and on the principle of preserving and developing the capital; as regard the land and other resources under the management and use of the Corporation, relevant laws shall apply.

Article 9.- The Corporation has the following rights in the organization of management and business:

1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State;

2. To renew technology and equipment;

3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law;

4. To conduct business in trades and occupations that suit the objectives and tasks assigned by the State, to broaden the scope of business according to the capabilities of the Corporation and market demand; and to conduct business in other trades and occupations if permitted by the competent State agency;

5. To select its own market and uniformly to divide markets among its member units; to conduct import and export in accordance with prescriptions of the State;

6. To decide on the price bracket, or the buying and selling prices of main products and services; to set the minimum export prices and maximum import prices, except for products and services of which the prices are set by the State;

7. To work out and apply the norms of labor, unit price of wage per unit of product in the framework of the norms and unit prices set by the State;

8. To delegate the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other provisions of law; to decide the wages and bonuses for the laborers on the basis of the unit prices of wage per unit of product, or the service costs and the effectiveness of the operations of the Corporation;

9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representatives of the Corporation abroad to work, study and survey, except for the Chairman of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Director(s) and other functionaries in the Corporation shall be decided by the General Director.

Article 10.- The Corporation has the following powers in financial management:

1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. In cases where capital or fund are used not in line with the designated purposes, the principle of reimbursement must be observed;

2. To mobilize capital of its own for business activities without changing the form of the State ownership over the Corporation; to issue bonds as defined by law; to mortgage the land use rights associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to the provisions of law;

3. To set up, manage and use the centralized funds and the capital depreciation fund; the rate of deduction, the regime of management and utilization of these funds shall follow the guidance of the Ministry of Finance and the prescriptions of the Financial Regulations of the Corporation.

4. To use the remaining profits after fulfilling all obligations to the State to set up development investment funds and other funds in accordance with existing regulations dividents to distribute to the laborers according to their contributions to the business results in the year, and according to their shares (if any);

5. To be entitled to the regime of subsidies, price subsidies and other preferential regimes of the State when performing its production or services supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or when conducting activities in service of public interests or catering products and services in accordance with the price policy of the State which cannot make up for the costs which the Corporation has spent on these products and services;

6. To enjoy State budget allocation for gem prospection;

7. To be entitled to the investment or reinvestment preferential regime as prescribed by the State.

Article 11.- The Corporation has the right to refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except for the voluntary contributions for humanitarian purposes and public interests.

Section 2. DUTIES OF THE CORPORATION

Article 12.-

1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated to it by the State including the capital it invests in other enterprises; to receive and efficiently use the land, natural resources and other resources allocated by the State in order to realize the business targets and tasks assigned by the State.

2. The Corporations has the obligations:

a/ To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;

b/ To pay the international credits used by the Corporation under decision of the Government;

c/ To pay the credits directly borrowed by the Corporation or borrowed under trust contracts by its member units with guaranty from the Corporation, if these units are unable to pay.

Article 13.- The Corporation has the following obligations in managing its business operations:

1. To register for business and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations, and before the customers and law for its products and services;

2. To work out the development strategy, the five-year and annual plans; to mark off the areas with assigned gem and gold mines so as to perform its management, protection, and conduct the prospection, exploration and exploitation in accordance with the objectives and tasks assigned by the State and market demands;

3. To sign and organize the implementation of economic contracts with its partners;

4. To research, prospect for, explore and exploit gems and gold and other minerals in areas of mines assigned by the State; to divide the areas into blocks and open bidding for Vietnamese economic organizations and individuals to take part in gem exploitation in the assigned areas; to sign contracts for product -sharing exploitation with the units and individuals that win the bidding; to supervise the performance of these contracts;

5. To collect all collectable sums in the process of bidding for product-sharing exploitation of gem as stipulated in the Regulation on the management of activities in the gem industry, issued together with Decree No.65-CP of October 13, 1995 of the Government and remit them to the State budget in accordance with the regulations of the Ministry of Finance;

6. To ensure the major balances of the State, meet the market demands and stabilize the prices of essential products and services, which are in the business line of the Corporation, in accordance with the stipulations of the Government;

7. To set up gem and jewels centers of the Corporation as its cores in the open and healthy domestic gem market;

8. To renew and modernize the technology and mode of management; to use the income generated by the assignment of property to reinvest, renew the equipment and technology of the Corporation;

9. To fulfill its obligations toward the laborers in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation;

10. To implement the regulations of the State on the protection of natural resources and environment and on national defense and security;

11. To abide by the regime of statistical and accountancy reporting and periodic reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner; and take responsibility for the accuracy of the reports;

12. To be subject to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law.

Article 14.-

1. The Corporation has the duty to strictly implement the regime and other regulations on the management of capital, property, various funds, book-keeping, cost-accounting, audit regime and the other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations.

2. The Corporation has the duty to make public its annual financial statement and other information so as to make the correct and objective evaluation of the operations of the Corporation as prescribed by the Government.

3. The Corporation must fulfill its obligation of paying taxes and other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration fee. The semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by member units in service of production shall be exempted from turnover tax.

Chapter III

THE MANAGING BOARD AND THE CONTROL COMMISSION

Article 15.-

1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.

2. The Managing Board has the following powers and tasks:

a/ To receive capital (including debts), land, natural resources and other resources allocated to the Corporation by the State;

b/ To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans;

c/ To control and supervise all activities of the Corporation, including the utilization, preservation and development of capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State;

d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans of the Corporation. To decide the annual targets and plans of the Corporation; to adopt the annual plan of the Corporation on the management, protection, prospection, exploration and exploitation of gem and gold mines and report them to the Prime Minister, so that the General Director may assign them to the member units;

e/ To organize the evaluation of, and submit to the authorized agency for approval the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with the capital managed by the Corporation;

f/ To submit to the Prime Minister for approval, or, if empowered by the Prime Minister, decide the joint venture projects with foreign countries in accordance with the prescriptions of the Government; to decide joint venture projects with domestic partners and the economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered, to decide a number of investment projects of Group B; to empower the General Director or the Director of a member unit to approve small investment projects;

g/ To issue and supervise the implementation of the economic and technical norms and criteria, including unit price of wages, unit prices and norms in specialized construction, product standards, trade marks, the prices of products and services in the Corporation at the proposal of the General Director and on the basis of the common regulations of the branch and of the country;

h/ To work out and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation and the amendments and supplements thereto. To approve the Statutes and the Regulations on the organization and operation of the member units and the amendments or supplements thereto, at the proposal of the General Director. To decide to open branches and representative offices of the Corporation in the country and abroad in accordance with the procedures defined by law. To ratify the plan of the Corporation for organization of management and business presented by the General Director. To propose the establishment, splitting, merger and dissolution of the member units as prescribed by law;

i/ To propose the Minister-Chairman of the Government Commission on Organization and Personnel to submit to the Prime Minister for decision the appointment, dismissal, commendation or discipline of the General Director. To submit to the Minister-Chairman of the Government Commission on Organization and Personnel for decision the appointment, dismissal, commendation or discipline of the Deputy General Director(s) and the Chief Accountant of the Corporation at the proposal of the General Director; to decide the appointment, dismissal, commendation or discipline of the Directors of the member units at the proposal of the General Director; to decide the appointment, dismissal, commendation or discipline of persons directly managing the Corporation�s capital share at enterprises with capital contributed by the Corporation; to decide the overall payroll of the managerial executive and business apparatus of the Corporation, and readjust it, when necessary, at the proposal of the General Director;

j/ To issue the Financial Regulations of the Corporation after the Ministry of Finance approves the content of these Regulations, which are elaborated in conformity with the Model Financial Regulations applicable to State Corporations issued by the Ministry of Finance;

k/ To adopt the plan proposed by the General Director concerning the establishment and utilization of the centralized funds corresponding with the business and financial plans of the Corporation;

l/ To examine the plans for capital mobilization (in all forms), guarantee the borrowings; and plans for liquidation of property of the member units, so as to make decision or submit to the Prime Minister for decision in accordance with the principles mentioned in Item 4, Article 38 of this Statute;

m/ To adopt the quartely, semi-annual and annual operation reports of the Corporation, and the annual general financial reports (including the property balance) of the Corporation and the member units presented by the General Director, and request the General Director to make public the annual financial report as prescribed by the Ministry of Finance;

n/ To issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, and presented by the General Director, for uniform application throughout the Corporation.

3. The Managing Board comprises 5 members to be appointed and dismissed by the Prime Minister at the proposal of the Minister-Chairman of the Government Commission on Organization and Personnel. The qualifications of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.

4. The Managing Board shall comprise a number of full-time members, including the Chairman of the Board, a member who is also the General Director, a member who is also the President of the Control Commission, and a number of part-time members who are specialists operating in the domains of technology, economy, finance, business management and law.

5. The Chairman of the Managing Board must not be also General Director of the Corporation.

6. The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may be dismissed and replaced in the following cases:

a/ Law-breaking, or violation of the Statute of the Corporation;

b/ He/she has proved to be incapable of assuming the task assigned, as proposed by at least two-thirds of the incumbent members of the Managing Board;

c/ He/she asks to resign from the job for plausible reasons;

d/ There is a decision to assign him/her to another task.

The Chairman of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board stipulated in Item 2 of this Article.

8. Working regime of the Managing Board:

a/ The Managing Board shall operate under the system of collective work. It shall meet regulary every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraodinary meeting to resolve urgent questions of the Corporation at the proposal of the Chairman of the Managing Board, or the General Director, or the President of the Control Commission or more than 50% of the members of the Managing Board;

b/ The Chairman of the Managing Board shall convene and preside over all meetings of the Board; in case of his/her absence for plausible reason, the Chairman shall empower another member of the Board to chair the meeting on his/her behalf;

c/ The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Resolutions or decisions of the Managing Board shall be valid only when they receive the approval by vote of more than 50% of the members of the Board. A member of the Managing Board may have his/her reservations about the resolutions or decisions;

d/ When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year plans, the major investment projects, the projects of joint venture with foreign parties and the annual financial statements, and to issue the system of economic-technical norms and criteria of the Corporation, it must invite the authorized representatives of the concerned ministries and branches. In case the meeting deals with an important question related to the local administration, it must invite the representative of the provincial People�s Committee; in case the issue relates to the interests and obligations of the employees in the Corporation, it must invite a representative of the Trade Union of the branch. The representatives of agencies and organizations may speak, but do not take part in the voting; when they discover that the resolutions or decisions of the Managing Board are detrimental to common interests, they may send written petitions to the Managing Board and, at the same time, report the mater to the Heads of the agencies which they represent, so that the matter may be considered and settled according to their competence. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

e/ The resolutions and decisions of the Managing Board are binding on all units and individuals in the whole Corporation. In case the opinion of the General Director differs from the resolutions or decisions of the Borad, he/she may express his/her own reservation and submit it to the authorized State agency for settlement; but pending such a settlement, he/she still has to abide by the resolutions and decisions of the Board;

f/ The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Board and the Control Commission and for the specialists and assistants, shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 16.- Assisting the Managing Board:

1. The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks;

2. The Managing Board has no more than five assisting specialists who work on a full-time basis.

3. The Managing Board shall set up the Control Commission to help it in the inspection and supervision of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in their implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of law.

Article 17.- The interests and responsibilities of the members of the Managing Board:

1. The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses coressponding to the results of the operations of the Corporation. The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.

2. The members of the Managing Board:

a/ Under no circumstances shall they place themselves in a position that might compromise their virtue of honesty and public-mindedness, or provoke contradictions between the interests of the Corporation and personal interests;

b/ Under no circumstances shall they abuse their powers for personal interests, or take any action to usurp the business opportunities of the Corporation, damaging the interests of the Corporation;

c/ Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.

3. The members of the Managing Board are not allowed to use their titles to set up private enterprises, limited liability companies or stock companies; not allowed to hold managerial or executive posts in private enterprises, limited liability companies or stock companies; not allowed to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouse, parents or children hold managerial or executive posts;

4. The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not be allowed to hold the post of Chief Accountant or Treasurer at the Corporation and its member units;

5. The members of the Managing Board shall have to take collective responsibility before the Prime Minister and the law for all resolutions and decisions of the Managing Board; in case they fail to accomplish their assigned tasks or violate the Statute of the Corporation, make wrong decisions or abuse power to cause damage to the Corporation and the State, they shall have to take responsibility and make material compensations for the damage caused by them as stipulated by law.

Article 18.- The Control Commission:

1. The Control Commission comprises five members; it is headed by a member of the Managing Board as assigned by the Board. The four other members are appointed, dismissed, commended and disciplined by the Managing Board; they include a member who is an accountancy specialist, another who is recommended by the Congress of the Workers and Employees of the Corporation, another who is recommended by the Minister of Industry, and the forth who is recommended by the General Director of the General Department of State Capital and Property Management at Enterprises;

2. A member of the Control Commission must not be a spouse, a parent or sibling of the General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other post in the other enterprises in the same economic-technical branch as the Corporation;

3. A member of the Control Commission must have the following qualifications:

a/ Being a specialist in accountancy, audit, economics or technology, and having good knowledge of law;

b/ Having at least five years of experience in the above-described specialties;

c/ Having no previous criminal record or conviction related to economic activities.

4. The term of office of the members of the Control Commission is five years. In the process of work, they may be replaced if they fail to accomplish their tasks.

5. The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the State�s regulations.

Article 19.- Tasks, powers and responsibilities of the Control Commission:

1. To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board;

2. To report to the Managing Board periodically every quarter and every year and in specific cases the results of its control and supervisory work; to detect and report promply to the Managing Board on irregular activities with signs of law-breaking within the Corporation;

3. Not to disclose the results of control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts.

Chapter IV

THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 20.-

1. The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board and the Minister-Chairman of the Government Commission on Organization and Personnel. The General Director is the legal person representative of the Corporation and takes responsibility before the Managing Board, the Prime Minister and law for directing the operations of the Corporation. The General Director holds the highest executive authority in the Corporation.

2. The Deputy General Director assists the General Director in running one or a number of domains of operation of the Corporation as assigned by the General Director, and takes responsibility before the General Director and law for the tasks assigned by the General Director.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks prescribed by law.

4. The Deputy General Directors, the Directors of the member units and the Heads of the units attached to the managerial and operational apparatus of the Corporation are not allowed to use their titles to set up private enterprises, limited liability companies or stock companies. They are not allowed to hold managerial or executive posts in such units; not allowed to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts. Under no circumstances shall they abuse their powers for personal interests, or take any action to usurp the business opportunities of the Corporation, damaging the interests of the Corporation.

5. The Office and the professional and specialized sections of the Corporation shall provide consultancy for and assist the Managing Board and the General Director in managing and directing the operations.

Article 21.- The General Director has the following tasks and powers:

1. Together with the Chairman of the Managing Board to sign the reception of capital (including debts), natural resources, land and other resources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To re-allocate the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To propose to the Managing Board to adjust the capital and other resources when re-allocating them by increasing or decreasing the capital when there is a change in their tasks;

2. To make effective use of, to preserve and develop the capital under the plan already approved by the Managing Board. To work out the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out and direct the Financial Company of the Corporation to carry out capital mobilization and lending in service of the need for capital of the Corporation and the member units;

3. To work out the development strategy, the long-term and annual plans, the program of action, the schemes for protection, prospection, exploration and exploitation of the resources of the Corporation, the projects for new investment and intensive investment, projects for investment cooperation among member units, plans for personnel training and re-training within the Corporation, the measures for realization of economic contracts of big value to submit to the Managing Board for consideration and decision, or for subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, schemes, projects and measures already approved;

4. To run business activities of the Corporation, take responsibility for the results of such activities; to achieve the major balances assigned to the Corporation by the State; to take responsibility before the Managing Board and the Prime Minister for the stabilization of the prices of essential commodities and services which are in the business lines of the Corporation;

5. To work out and submit to the Managing Board for approval the economic and technical norms, product standards, wage unit prices, and the unit prices and norms in specialized construction in accordance with the common regulations of the branch and the State. To organize the implementation of these norms, criteria and unit prices within the entire Corporation;

6. To propose to the Managing Board to submit to the Minister-Chairman of the Government Commission on Organization and Personnel for decision the appointment, dismissal, commendation or discipline of the Deputy General Director(s) and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend or discipline the Directors of the member units. To appoint, dismiss, commend or discipline the Deputy Directors and Chief Accountants of the member units, and Directors of the units attached to the member units, and equivalent posts at the proposal of the Directors of the member units. To appoint, dismiss, commend or discipline the Heads and Deputy Heads of the sections and of the Offices of the Corporation;

7. To work out and submit to the Managing Board for approval the overall payroll of the managerial and business apparatus of the Corporation and the plan for adjustment in case of a change in the organization and personnel of the managing apparatus of the Corporation and of the member units; to establish and personally direct the assisting apparatus; to control the implementation of the personnel quotas of the member units; to submit to the Managing Board for approval the Statutes and Regulations on organization and opreation of the member units as proposed by the Directors of these units; to approve the plans for establishing, reorganizing and dissolving the attached units of the member units as submitted by the Directors of the member units;

8. To establish and submit to the Managing Board for approval the Regulations on labor, the Regulations on wages, commendations and discipline, the Regulations on protection of secrecies applicable in the Corporation;

9. To organize the running of the Corporation�s operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State agencies the results of business operation of the Corporation, including the quaterly, semi-annual and annual reports, the general financial report and the balance of property of the Corporation.

The general financial report must clearly define the centralized accounting of the Corporation and the accountings of the independent-accounting member units, and must be submitted to the Managing Board for approval. The general financial report must be based on the documents already certified by a legal audit agency;

10. To fulfill and control the member units� fulfilment of the tax obligation and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval as provided for by the State;

11. To provide all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board;

12. To be subject to the control and supervision of the Managing Board, the Control Commission and the authorized State agencies regarding the realization of his/her executive duties;

13. To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires, accidents) and to take responsibility for such decisions; at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

Chapter V

THE COLLECTIVE OF EMPLOYEES IN THE CORPORATION

Article 22.- The Congress of the Workers and Employees of the Corporation is the direct forum for the laborers to take part in the management of the Corporation. The Congress has the following rights:

1. To take part in the elaboration of the collective labor agreements for the representative of the collective of employees to negotiate and sign with the General Director;

2. To discuss and adopt the regulations on the utilization of the funds directly related to the interests of the employees in the Corporation;

3. To discuss and make suggestions to the planning and plans, the evaluation of the efficiency of business management, to propose measures for labor protection and improvement of the working conditions, the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of employees in the Corporation;

4. To recommend candidates to the Managing Board and the Control Commission.

Article 23.- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 24.-

1. The Corporation has its member units which are independent-accounting State enterpises, dependent-accounting enterprises and non-business units (see list in attached Appendix).

2. The member units of the Corporation have their own seals and are allowed to open their accounts at banks in conformity with their modes of accounting.

3. The member units which are independent-accounting enterprises and dependent-accounting enterprises shall have their own Statutes on Organization and Operation; the non-business units of the Corporation shall have their own Organizational and Operating Regulations. These Statutes and Regulations must be ratified by the Managing Board in conformity with law and the Statute of the Corporation.

Article 25.- With regard to the member units which are independent-accounting State enterprises:

1. The independent-accounting State enterprise in the Corporation has the right to business and financial autonomy, and is bound in interests and duties to the Corporation according to the provisions of this Statute.

2. The Managing Board and the General Director have the following rights over the member units which are independent-accounting enterprises:

a/ To empower the enterprise�s Director to manage and run the operations of the enterprise in conformity with the Statute of the enterprise already ratified by the Managing Board of the Corporation. The Director of the independent-accounting enterprise shall take responsibility before the Managing Board, the General Director of the Corporation and before law for the activities of his/her enterprise;

b/ To appoint, dismiss, commend and discipline the Director, Deputy Director(s) and the Chief Accountant of the member enterprise, and the Directors of the attached units of the member enterprise, and equivalent titles;

c/ To ratify the plans, to inspect the execution of the plans and the financial statement; to define the level to be deducted for the reward and welfare funds of the enterprise according to the guidance of the Ministry of Finance and the Financial Regulations of the Corporation;

d/ To deduct part of the capital depreciation fund and the after-tax profit as stipulated by the Ministry of Finance and concretized in the Financial Regulations of the Corporation in order to establish centralized funds of the Corporation for use in reinvestment and the execution of the investment projects at the member units;

e/ To ratify the plans and programs for extensive investment and intensive investment, joint venture, supplementation, retrieval of part of the capital, assignment of stocks under the management of the Corporation held by the various member enterprises;

f/ To regulate the financial sources, including foreign exchange reserves, among member units aimed at achieving the highest results in the use of capital in the whole Corporation, on the principle of ensuring that the total assets of the enterprises from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise;

g/ To ratify the forms of wage payment, wage unit prices and other measures aimed at ensuring the livelihood and the working conditions for the workers and employees of the enterprise;

h/ To expand or reduce the scope of business operation of the member enterprise under the common development strategy of the Corporation;

i/ To ratify the Organizational and Operating Statute of the enterprise, including the assignment of the power to the Director of the enterprise concerning the organization of the managing apparatus of the enterprise; recruitment, commendation, promotion and discipline of workers and employees; the level of credits (borrowings, lendings, buyings and sellings with delayed payments); buying and selling of fixed assets; buying and selling of stocks of the stock companies; buying and selling of patents of inventions, innovations and technological transfers; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise which is a member unit of the Corporation as defined by the Law on State Enterprises;

j/ To supervise the operation of the enterprise and request it to report on the financial situation and the results of its business operations.

Article 26.- The member unit of the Corporation which is an independent-accounting enterprise shall take responsibility for the debts and commitments within the capital managed and used by it. Namely:

1. In the development investment strategy:

a/ The enterprise is assigned to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to carry out those projects;

b/ The enterprise may invest on its own in development projects outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize funds on its own and take financial responsibility for them.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a/ Ensuring the norms, targets and objectives as well as the major balances, the main technical-economic norms (including unit price and prices) of the enterprise in accordance with the overall plan of the Corporation;

b/ The plan for business expansion based on the optimal use of all resources in the possession of the enterprise and mobilized by itself in conformity with market demand.

3. In financial operation and economic accounting:

a/ The enterprise shall be assigned part of the capital and other resources, which are allocated by the State to the Corporation and reassigned by the Corporation to the enterprise. The enterprise has the duty to preserve and develop the capital and these resources;

b/ The enterprise is entitled to mobilize fund and other credit sources as prescribed by law in order to carry out its business plan and development investment plan;

c/ The enterprise is entitled to establish its own fund for capital construction investment, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund in accordance with its Statute ratified by the Managing Board and the guidance of the Ministry of Finance. The enterprise has the duty to contribute to the centralized funds of the Corporation, and is entitled to use them as defined by the Statute of the Corporation and the decisions of the Managing Board;

d/ The enterprise shall have to pay taxes and fulfill other financial obligations (if any) as prescribed by law;

e/ The enterprise may be empowerd by the Corporation to carry out contracts with customers inside and outside the country on behalf of the Corporation.

4. In the domain of organization, personnel and labor:

a/ The enterprise has the right to propose to the Corporation to consider and decide, or it may be empowered by the Corporation to decide the establishment, reorganization and dissolution of its attached units and the organization of the managing apparatus of the enterprise as defined in the Statute of the Corporation and its own Statute. The attached units are dependent-accounting units, which have their seals as specified for the State enterprises, are entitled to open their accounts at banks and sign economic contracts as assigned or empowered for the member enterprise of the Corporation;

b/ In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire officials and employees who work in its managerial and business apparatus. The appointment or dismissal of the posts in its own managerial and business apparatus and its dependent units as well as the designing and application of the wage and salary system shall comply with the delegation of power by the Corporation as stipulated in this Statute;

c/ The enterprise has the responsibility to care for the development of its human resource in order to ensure the realization of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 27.- The members which are dependent-accounting enterprises:

1. They have the right to business autonomy as assigned by the Corporation, and are bound in obligations and interests to the Corporation. The Corporation takes the final responsibility for the financial obligations arising from the commitments of these enterprises.

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting enterprises are concretized in their Organizational and Operating Statutes ratified by the Managing Board.

Article 28.- The non-business units have their own Organizational and Operating Regulations ratified by the Managing Board; apply the independent-accounting regime of covering expenditures with revenues, are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 29.-

1. The Financial Company is an independent-accounting member enterprise of the Corporation, operating under law and the guidance of the Governor of the State Bank and in accordance with the Statute on the Organization and Operation ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and the member units through preferential credit loans of the Government, commercial credits of banks and financial institutions inside and outside the country. It can issue stocks, enterprise bonds, construction project bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize idle capital among the workers and employees of the Corporation and at units within the gem and gold and jewelry industry.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and provides other services as prescribed by the Statute of the Corporation and the Financial Company�s Regulation within the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service functions.

4. The units shall use the capital provided by the Financial Company on the principle of borrowing and repaying, and apply the regime of internal interest rate proposed by the Financial Company and ratified by the General Director of the Corporation with the authorization of the Managing Board.

Chapter VII

MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER ENTERPRISES TO OTHER ENTERPRISES

Section 1. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES

Article 30.- With regard to the capital contributed by the Corporation to other enterprises, the Managing Board of the Corporation has the following rights and obligations:

1. To adopt the plan for capital contribution worked out by the General Director in order to decide, or submit to the Heads of the competent State authorities for decision, according to their delegated power as specified in Point e, Item 2, Article 15 of this Statute;

2. At the proposal of the General Director, to appoint, dismiss, commend or discipline the persons directly managing the capital of the Corporation at the enterprises to which the Corporation has contributed capital.

3. To supervise and control the use of the capital contributed by the Corporation to other enterprises; to take responsibility for the efficiency of the utilization, preservation and development of the capital already contributed and collect profits from the capital contributed by the Corporation to other enterprises.

Article 31.- Rights and obligations of the person directly managing the capital contributed by the Corporation to other enterprises:

1. To hold managerial and executive posts at the enterprise having capital contributed by the Corporation under the Statute of this enterprise;

2. To monitor and supervise the operations of this enterprise;

3. To observe the regime of reporting and take responsibility before the Managing Board of the Corporation for the efficiency in the utilization of the capital contributed by the Corporation to this enterprise.

Section 2. MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT-ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES

Article 32.- An independent-accounting member enterprise may contribute capital to other enterprises as designated by the Corporation. With regard to the capital contributed by the enterprise to other enterprises, the Director has the following rights and obligations in managing this capital:

1. To work out the scheme of capital contribution for the General Director to submit it to the Managing Board of the Corporation for approval;

2. To appoint, dismiss, commend or discipline the person directly managing the capital that the enterprise has contributed to other enterprises;

3. To supervise and control the use of the capital contributed by the enterprise; to take responsibility for the efficiency of the utilization, preservation and development of the capital already contributed; to collect the profits from the capital contributed by the enterprise to other enterprises.

Article 33.- Rights and obligations of the person directly managing the capital contributed by the enterprise to other enterprises:

1. To assume managerial and executive posts at the enterprise where his/her enterprise has contributed capital under the Statute of this enterprise;

2. To monitor and supervise the business operations of the enterprise where his/her enterprise has contributed capital;

3. To observe the regime of reporting defined by the Director, and to take responsibility before the Managing Board and the General Director of the Corporation for the efficiency of the utilization of the capital contributed by his/her enterprise where he/she is assigned to assume managerial or executive post.

Section 3. JOINT VENTURE ENTERPRISES

Article 34.- The joint venture enterprises that the Corporation or its member enterprise has joined shall be managed and run, and operate under the Law on Foreign Investment, the Corporate Law and the other relevant laws of Vietnam. The Corporation or its member enterprise shall exercise all rights, obligations and responsibilities to these joint ventures in terms of financial operation as prescribed by law and the signed contracts.

Chapter VIII

FINANCE OF THE CORPORATION

Article 35.- The Corporation performs the regime of general accountancy, financial autonomy in business in conformity with the Law on State Enterprises and other provisions of law, and the Statute of the Corporation.

Article 36.-

1. The statutory capital of the Corporation is composed of:

a/ The capital allocated by the State at the time of the founding of the Corporation;

b/ Additional investment capital by the State (if any);

c/ Deduction from the after-tax profit to supplement the capital as currently prescribed;

d/ Other sources (if any).

2. At each increase or decrease of the statutory capital, the Corporation shall have to adjust promptly its capital in the balance of property, and make public the statutory capital of the Corporation after readjustment.

Article 37.-

1. The Corporation may establish and use centralized funds to ensure high efficiency of the development process of the Corporation.

2. The centralized funds of the Corporation are established in accordance with the Statute of the Corporation, the Financial Regulations of the Corporation and by decision of the Managing Board. They comprise:

a/ The development investment fund, established from the capital depreciation funds and the deduction of profits of the member units as prescribed by the Ministry of Finance, the profits from the capital contributed by the Corporation to other enterprises, and other sources.

The capital depreciation funds and the profits from reinvestment of the dependent-accounting units of the Corporation are concentrated at the Corporation for investment according to the annual plan.

If the Corporation mobilizes capital depreciation funds and profits from reinvestment of the independent-accounting member enterprises, it shall have to observe the principle of borrowing and repayment and at the internal interest rate ratified by the General Director with the authorization of the Managing Board and under the guidance of the Ministry of Finance. In specific cases, the mobilization of capital depreciation funds for these enterprises by recording a decrease in the capital of the mobilized enterprise must be considered and decided by the Managing Board; the capital depreciation funds of fixed assets shall not be mobilized unless it has fully repaid the debt;

b/ The centralized fund for scientific research and training to be allocated to the units entrusted with the tasks of scientific research, training and re-training of officials and employees in the whole Corporation is founded by the deduction from the production development funds of the member units and the administrative and training allocations from the State budget (if any), and other sources, including those collected from the realization of services and scientific research and training contracts signed with the enterprises and non-business units inside and outside the country;

c/ The financial reserve fund, the reward fund and the welfare fund are founded under the guidance of the Ministry of Finance. The concrete level of contributions to the above-mentioned funds and their use are defined in the Financial Regulations of the Corporation.

Article 38.- Financial autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, self-balancing of its revenues and expenditures. It has the responsibility to preserve and develop the various business capital sources of the Corporation, including the capital contributed to other enterprises.

2. It takes the responsibility of paying the debts recorded in the property balance of the Corporation and its other financial commitments (if any).

3. It controls and supervises the financial operations throughout the Corporation.

4. All credit relations (borrowing, lending, buying and selling of goods with delayed payment, guaranty) between the Corporation and the partners outside the Corporation must comply with the assigned norms for each borrowing as prescribed by the Ministry of Finance.

5. The Corporation shall have to design, submit and register the financial plan, the financial reports and the property balance of the Corporation to the authorized State agencies; and submit its annual general financial accounts to the Ministry of Finance. The later shall control and ratify the annual financial accounts of the Corporation.

6. The Corporation shall have to pay taxes and other remittances under the current law and according to the Financial Regulations of the Corporation, with the exclusion of the taxes already paid by the member units. It is entitled to use the profits after fulfilling its tax duties to the State as currently prescribed.

7. The profit earned by the Corporation or member units from the capital they contributed to other enterprises shall not be subject to profit tax, if these enterprises have paid profit tax before the dividends are apportioned to the capital contributors.

8. The financial operations of the member units of the Corporation and the relationship in financial operations between the Corporation and its member units shall be effected in conformity with the Statute and Financial Regulations of the Corporation.

9. The material responsibility of the Corporation in its business relations and in civic relations is limited to the total statutory capital of the Corporation made public at the latest point of time.

10. The Corporation has to seriously observe the Ordinance on Accountancy and Statistics, the current regime of accountancy and financial reports for State enterprises.

11. The Corporation is subject to the control and supervision in financial matters and business operations by the authorized State agencies as prescribed by law.

Chapter IX

RELATIONS BETWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL ADMINISTRATION

Article 39.- Relations with the Government:

The Corporation shall have:

1. To observe law, strictly adhere to the regulations of the Government concerning the Corporation.

2. To carry out the development plans and strategy of the Corporation in accordance with the master plan and strategy for development of the branch and territorial development of the State.

3. To observe the regulations on the establishment, splitting, merger and dissolution; the policies on organization and personnel; the financial, credit, tax and profit-collecting regimes; and the regimes on accountancy and statistics.

4. To be subject to the control and inspection regarding the observance of law, undertaking, policies and regimes of the State at the Corporation.

5. To be entitled to make proposals and recommendations on solution mechanism and the policies concerning the State management the Corporation.

6. To be entitled to manage and use capital, properties, land and other resources assigned by the State in order to carry out the business duties and to have the obligation to preserve and develop these resources.

7. To benefit from the regimes of allowances and subsidies and other regimes as provided for by the Government.

Article 40.- Relations with the Ministry of Finance:

1. The Corporation is subject to the State management by the Ministry of Finance in terms of:

a/ The observance of the financial, accounting and tax regimes and the organization of the accounting apparatus;

b/ The financial audit and the internal audit within the Corporation. The Corporation is also subject to the examination and inspection in finance and other domains within the competence of the Ministry of Finance;

c/ The proposal on financial and credit solutions, mechanisms and policies related to the Corporation.

2. The Ministry of Finance is the agency assigned by the Government to exercise a number of the owner�s rights and to control the Corporation in:

a/ Determination of the capital, natural resources and other resources assigned by the State to the Corporation for the management and use;

b/ Inspection of the effective use, preservation and development of the capital and other resources assigned to it during the process of operation reflected in the annual financial statement;

c/ Ratification of the annual financial statement of the Corporation;

d/ Approval of the Financial Regulations of the Corporation before its Managing Board signs into effect;

e/ The Corporation is entitled to propose solutions, mechanisms and policies regarding financial and credit domains and other matters related to the Corporation; to propose to the Ministry of Finance to ratify and organize the transfer of properties of high-value, the above-norm credit relations, the discharge of financial obligations, the distribution of after-tax profit, the liquidation of properties of the Corporation, and the supplementation of the State budgetary capital to the Corporation.

Article 41.- Relations with the Government Commission on Organization and Personnel:

The Corporation is subject to the control of the Government Commission on Organization and Personnel in:

a/ Submitting to the Prime Minister the appointment, dismissal, commendation or discipline of the members of the Managing Board and the General Director of the Corporation;

b/ The appointment, dismissal, commendation or discipline of the Deputy General Director(s) and the Chief Accountant of the Corporation.

Article 42.- Relations with the Ministry of Industry:

With its function of State management over the geology and mining industry, the Ministry of Industry shall control the Corporation in:

a/ Issuing product standards, technological norms, including imported incomplete and complete equipment; the econcomic-technical norms for the geology and mining branch; and directly inspect and supervise the Corporation in the realization of these criteria and norms;

b/ Inspecting the Corporation in its implementaion of the planning, orientations, medium- and long-term plans on the development of the gem and gold industry; making comments on the strategy, planning and five-year plans of the Corporation before submission to the Prime Minister for approval;

c/ Ratifying the Regulations on bidding for gemmy product-sharing exploitation submitted by the Managing Board of the Corporation;

d/ The Corporation shall have to implement the above regulations and may make suggestions to the Ministry of Industry regarding the above questions;

e/ To recommend candidates to the Control Commission of the Managing Board of the Corporation;

f/ The Corporation is subject to the control and supervision by the Ministry of Industry in other issues within the scope of competence of the Ministry with regard to the Corporation.

Article 43.- The other Ministries, ministerial-level agencies and the agencies attached to the Government, in their capacity as State management agencies, shall influence the Corporation in the following domains:

1. To carry out the technical-economic norms, product standards, and product quality in conformity with the relevant standards of the branch and the country;

2. To observe the regulations on the protection of natural resources and environment;

3. To take part in the evaluation of the investment projects according to the strategy and plan for development of the economic-technical branch and according to the planning of economic areas;

4. To observe the regualtions on external relations and import-export;

5. To ensure the realization of the interests and obligations with regard to the employees of the Corporation as prescribed by law;

6. The Corporation is subject to the control, inspection and supervision of these agencies in the areas according to the functions assigned by law to these agencies.

Article 44.- With regard to the local administrations at various levels in their capacity as State management agencies in the territorial areas, the Corporation is subject to their State management and observes the administrative regulations and fulfill its obligations toward the People�s Councils and People�s Committees at various levels as prescribed by law.

Chapter X

REORGANIZATION, DISSOLUTION AND BANKRUPTCY

Article 45.- The reorganization of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 46.- The Corporation shall be dissolved when the Prime Minister sees no need to maintain it. On its dissolution, the Prime Minister shall set up a Dissolution Council. The remaining property of the dissolved Corporation after payment of the debts due under provisions of law shall belong to State ownership.

Article 47.- The reorganization, splitting, merger, dissolution and the establishment of new member units of the Corporation shall be proposed by the Managing Board to the Prime Minister for consideration and decision.

Article 48.- When the Corporation and its member units lose their capability of paying due debts, they shall be dealt with according to the Law on Bankruptcy.

Chapter XI

IMPLEMENTATION PROVISIONS

Article 49.- This Statute applies to the Vietnam National Gem and Gold Corporation. All individuals and member units of the Vietnam National Gem and Gold Corporation have to implement this Statute.

This Statute takes effect as from the date of its signing for the promulgation.

Article 50.-

1. Basing themselves on the Law on State Enterprises and the Statute of the Corporation, the member units of the Corporation shall draft their own Statutes or Regulations on organization and orperation, and the General Director shall submit them to the Managing Board for ratification. The Statutes and Regulations of the member units of the Corporation shall not contradict the Statute of the Corporation.

2. In case of a need to supplement or amend the Statute of the Corporation, the Managing Board shall propose to the Prime Minister for decision. If the member units of the Corporation need to amend or supplement their own Statutes or Regulations on organization and operation, the General Director shall have to submit the proposal to the Managing Board for decision.

Article 51.- In case the documents of the Government, the Ministries, the ministerial-level agencies, the agencies attached to the Government, the People�s Committees of the provinces and cities directly under the Central Government, and the Decisions on the establishment of the member enterprises provide otherwise, this Statute shall apply, except for the Army Gem and Gold Company which shall be managed under a special regime stipulated by the Prime Minister.

On behalf of the Government

The Prime Minister

VO VAN KIET

APPENDIX

(Attached to the Statute on the Organization and Operation of the Vietnam National Gem and Gold Corporation ratified by Decree No.11-CP of February 27, 1996 of the Government)

LIST OF THE MEMBER UNITS OF THE VIETNAM NATIONAL GEM AND GOLD CORPORATION
(at the time of the establishment of the Corporation)

A.- INDEPENDENT-ACCOUNTING STATE ENTERPRISES:

1. The Hanoi Gem and Gold Company,

2. The Nghe An Gem and Gold Company,

3. The Yen Bai Gem and Gold Company,

4. The Vet Bac Gem and Gold Company,

5. The Tay Nguyen Gem and Gold Company,

6. The Lam Dong Gem and Gold Company,

7. The Ho Chi Minh City Gem and Gold Company,

8. The Army Gem and Gold Company,

9. The Gem Financial Company.

B.- DEPENDENT-ACCOUNTING ENTERPRISES:

1. The Mine Survey-Exploration Company,

2. The Hanoi Gem and Jewelry Center .

C.- NON-BUSINESS UNITS:

1. The Center for Gem and Gold Research and Evaluation.-